Exhibit 4.21


 


 


(English Translation)


 


 


Transfer Agreement


with respect to CDMA Network Capacity Lease Agreement


 


 


between


 


 


China United Telecommunications Corporation Limited


 


and


 


 


Unicom New World Telecommunications Corporation Limited


 


 


November 20, 2003


 

















 


This Agreement (the
“Agreement”) is entered into on November 20, 2003, in

Beijing, China, between


 


(1)           Party A: China United
Telecommunications Co. Ltd (the “Unicom A-Share Company”)


 


Address: 40F,
Jinmao Building, Century Boulevard, Shanghai, China


 


Legal
Representative: Mr. Wang Jianzhou


 


(2)           Party B: Unicom New
World Telecommunications Corporation Limited (“Unicom New World”)


 


Address: 1009,
10F, Ban Yi, No. 18, Jianguomenneidajie, Dongcheng District, Beijing, China


 


Legal
Representative: Mr. Wang Jianzhou


 


Whereas:


 


(1)           China
United Telecommunications Corporation (“Unicom Group”), a limited corporation
duly incorporated and validly existing under the laws of the People’s Republic
of China, is an integrated telecommunications business operator and the
controlling shareholder of the A Share Company;


 


(2)           The A
Share Company, a limited corporation duly incorporated and validly existing
under the laws of the People’s Republic of China, has had its common stock
listed on the Shanghai Stock Exchange since October 9, 2002;


 


(3)           Unicom
New World, a limited corporation wholly owned by Unicom Group and a provider of
integrated telecommunications services established on November 4, 2003, has
been injected by Unicom Group with its GSM mobile communications assets in the
following nine provinces and autonomous regions: Shanxi, Inner Mongolia, Hunan,
Hainan, Yunnan, Xizang (no GSM assets), Gansu, Qinghai and Ningxia (the “Nine
Service Areas”) As approved by the Ministry of Information Industry in the
telex letter numbered [2003]443, Unicom Group authorizes Unicom New World to
engage in the mobile communication services in the Nine Service Areas;


 

















 


(4)           Unicom
Group and the A Share Company entered into a memorandum, dated August 12, 2002
(the “Memorandum on Connected Transactions”), regarding certain transactions
after the public offering of the A Share Company, between Unicom Group or its
subsidiaries (excluding the A Share Company and any subsidiaries controlled by
it) and China Unicom Limited (the “Unicom Red-Chip Company”), which is
indirectly controlled by the A Share Company, or its subsidiaries;


 


(5)           Unicom
Group is contemplating injecting all of its shares of Unicom New World (the
“Target Interests”) into Unicom Red-Chip Company through its wholly-owned overseas
subsidiary (the “Offshore Capital Injection Project”). Upon the completion of
the Offshore Capital Injection Project, Unicom New World will be one of the
subsidiaries of Unicom Red-Chip Company engaging in telecommunication services
within China; and


 


(6)           For the
purpose of the Offshore Capital Injection Project, Unicom Group, Unicom New
World, Unicom New Horizon Telecommunications Corporation Limited (“Unicom New
Horizon”) and the A Share Company entered into a CDMA Network Capacity Lease
Agreement on November 20, 2003.


 


NOW THEREFORE, For the
purpose of this Offshore Capital Injection Project, on the basis of equality
and mutual benefit, both Parties hereby have reached the following agreements
after friendly consultations:


 


1.             Provided
that the conditions under Section 6 herein are satisfied, the A Share Company
agrees to transfer immediately all of its rights and obligations under the CDMA
Network Capacity Lease Agreement and the Annexes thereto to Unicom New World.
Unicom New World consequently agrees to accept all of the rights and
obligations of the A Share Company under the CDMA Network Capacity Lease
Agreement.


 


2.             Once
the A Share Company transfers all of its rights and obligations under the CDMA
Network Capacity Lease Agreement to Unicom New World, Unicom New World shall
immediately succeed to all such rights and obligations and the A Share Company
shall immediately terminate all such rights and obligations.


 


3.             Unicom
A-Share Company confirms that, pursuant to Section 21 of the CDMA Network Capacity
Lease Agreement, Unicom Group and Unicom New Horizon have given an irrevocable
consent that the A Share Company may transfer all of its rights and obligations
under the CDMA Network Capacity Lease Agreement to Unicom New World or its
subsidiaries or to Unicom Red-Chip Company or any of its subsidiaries; no other
or further consent by Unicom Group and/or Unicom New Horizon shall be required
for the A Share Company to transfer its rights and obligations under the CDMA
Network Capacity Lease Agreement to Unicom New World or its subsidiaries, or
Unicom Red-Chip Company or its subsidiaries.


 


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4.              Each
Party warrants that it has the full right, power and authority to execute this
Agreement and perform its obligations hereunder. Upon execution, this Agreement
shall constitute a legal, valid and binding obligation on each Party.


 


5.             Unicom
New World agrees to retain and perform during the term of the CDMA Network
Capacity Lease Agreement all the rights and obligations given to the A Share
Company in the past or in the future pursuant to the provisions and conditions
set forth in the CDMA Network Capacity Lease Agreement.


 


6.             Effectiveness


 


This Agreement
shall become effective simultaneously with the CDMA Network  Capacity Lease Agreement subject
to the following conditions:


 


6.1           Approval
at the Shareholders Meeting of Unicom Red-Chip Company of the transfer of all
of the rights and obligations under the CDMA Network Capacity Lease Agreement
by the A Share Company to Unicom New Company pursuant to applicable laws,
regulations and listing rules; and


 


6.2           The
requirements under Section 3 of the CDMA Network Capacity Lease Agreement are
met.


 


7.             Force Majeure


 


In any force
majeure event that is unforeseeable and the consequences of which are
unavoidable or insurmountable and which results in either Party’s failure to
duly perform the obligations hereunder, such Party shall promptly notify the
other Party of such situation and provide within 15 days any valid documents
evidencing the details and explaining the reasons for not being able to perform
all or part of its obligations hereunder or the reasons for any necessary
delays of such performance. Based on the impact of the force majeure event, the
Parties shall decide through negotiations whether to terminate, partially waive
or postpone such performance.


 


8.             Confidentiality


 


Except to the
extent that disclosure is required by law or by the rules of the relevant
supervisory authorities, or for the purpose of submission to the Shanghai Stock
Exchange by the A Share Company or to the Hong Kong Stock Exchange by Unicom
Red-Chip Company, each Party, without the other party’s written consent, shall
not provide or disclose to any company, enterprise, organisation or person any
data and information relating to the other Party’s operations or businesses.


 


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9.             No Waiver


 


Unless otherwise
required by law, any failure or delay in exercising any of its rights, powers
or privileges by one Party shall not be construed as a waiver of such rights,
powers or privileges. Any one time or partial exercise of such rights, powers
or privileges shall not affect any further or complete exercise of such rights,
powers or privileges.


 


10.           Notices


 


Any notification
given in connection with this Agreement shall be in writing and shall be
delivered by one Party to the other Party by hand, fax or mail. Such a
notification by hand shall be deemed to have been duly given on the date of
delivery. Such a notification via fax shall be deemed to have been duly given
upon the completion of the fax transmission. Such a notification by mail shall
be deemed to have been duly given on the third working day (extended when there
is a public holiday) after the postal date. Notifications become effective upon
their arrivals.


 


Addresses of the Parties
hereto for receiving notifications are as follows:


 


China United
Telecommunications Corporation Limited

Attention: Zhao Yilei

Address: 40F, Jinmao Building, Century Boulevard, Shanghai, China

Post Code: 200121


 


Unicom New World
Telecommunications Corporation Limited

Attention: Song Xiaoxi

Address: A133 Xidanbeidajie, Suite 1168, 11th Floor, Xicheng District, Beijing,
China

Postcode: 100032


 


11.           Applicable Law


 


This Agreement is
under the jurisdiction of the laws of the People’s Republic of China and shall
be interpreted and executed in accordance with the laws of the People’s
Republic of China.


 


12.           Dispute Settlement


 


Both Parties shall
endeavour to resolve any dispute over the effectiveness, interpretation or
execution of this Agreement through friendly consultations. Should any dispute
remain unsettled for more than 30 days after its occurrence, either Party is
entitled to bring a lawsuit based on this Agreement before a competent PRC
court.


 


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13.           Miscellaneous


 


13.1         Based on
mutual consultations, both Parties can make modifications, revisions or
additions to this Agreement and the Annexes hereto. No revision or addition
shall become effective until it is duly signed in writing and sealed by both
Parties or their authorized representatives.


 


13.2         This
Agreement is severable, that is, when any of the clauses in this Agreement or
the Annexes hereto is deemed illegal or non-enforceable, the effectiveness and
enforceability of the other clauses contained herein shall by no means be
affected.


 


13.3         This
Agreement has six original copies with each having equal legal binding force.


 


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  China United
  Telecommunications Corporation Limited (Corporate Seal)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Legal Representative or
  Duly Authorized Representative:

  	
  /s/ Sun Qian

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Unicom New World
  Telecommunications Corporation Limited (Corporate Seal)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Legal Representative or
  Duly Authorized Representative:

  	
  /s/ Tong Jilu

  	
   

  



 


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